Alinma Bank GA to vote on BOD distribution of SR795 mln profits

Alinma Bank board invited shareholders to participate and vote in the Ordinary General Assembly Meeting No. (10) on Wednesday April 13th 2022.

The General Assembly agenda:

1. Voting on the Directors’ Report for the financial year ending December 31, 2021.
2. Voting on the Auditor’s Report for the financial year ending December 31, 2021.
3. Voting on the Financial Statements for the financial year ending December 31, 2021.
4. Voting on the discharge of the members of the Board of Directors for the financial year ending December 31, 2021.
5. Voting on the Board of Directors’ recommendation to distribute cash dividends for the second half of 2021 (amounting to SAR 795,131,052) at 40 halalas per share (SAR 0.40), which represents four percent (4%) of the nominal value per share. Priority and entitlement shall be for shareholders as at the end of the trading session coinciding with the meeting of the Ordinary General Assembly who are registered in Alinma Bank’s share registry at the Depository Centre at the end of the second trading day following the due date. The dividend distribution date shall be announced later.
6. Voting on the appointment of an External Auditor for the Bank based on the recommendation of the Audit Committee. The External Auditor shall be responsible for examining and auditing the annual and quarter financial statements for the financial year 2022. Voting shall also include the External Auditor’s fees.
7. Voting on the election of members of the Board of Directors for the next session (the fifth session) beginning on May 21, 2022 and ending on May 20, 2025 (a three-year term). If the voting results do not enable the Bank to appoint the minimum number of the Board’s independent members as per regulatory requirements, then the independent members shall replace the non-independent members, depending on the number of votes received by each member.
8. Voting on the composition, functions, work controls and remunerations of the Audit Committee for the next session (the fifth session), beginning on May 21, 2022 and ending on May 20, 2025 (a three-year term) (the candidates’ CVs attached hereto). Candidates include:
9. A) Dr. Saad Saleh Alrwita (Independent Member)
10. B) Mr. Abdulrahman Mohammed Ramzi Addas (Independent Member)
11. C) Mr. Maher Saad Alaiyadhi (Independent Member)
12. Voting on the payment of SAR 6,894,800 to members of the Board of Directors for the fiscal year ending December 31, 2021.
13. Voting on the amendments to be incorporated into the Audit Committee Charter.
14. Voting on the amendments to be incorporated into the Nomination and Remuneration Committee Charter.
15. Voting on authorizing the Board of Directors to distribute interim dividends semi-annually for the fiscal year 2022, to set the due/distribution date in accordance with regulatory controls and procedures issued in implementation of the Companies Law.

13.Voting on authorizing the Board of Directors with the authority of the ordinary General Assembly provided for in paragraph (1), Article (71) of the Companies Law for a period of one (1) year from the date of approval by the General Assembly or until the end of the session of the authorized Board of Directors, whichever is earlier. Such authorization shall be made in accordance with the conditions stipulated in the regulatory controls and procedures issued in implementation of the Companies Law related to listed joint-stock companies.

1. Voting on the participation of board member Mr. Mutlaq bin Hamad Al-Morished in a competing business of a subsidiary company of the bank.
2. Voting on transactions and contracts to be concluded between Alinma Bank and Alinma Tokyo Marine Co., in which Mr. Abdel Mohsen Ben Abdel Aziz Al-Fares (a member of the Board of Directors of Alinma Bank) has an indirect interest, namely, the issuance and renewal of insurance policies for the Bank for one (1) year without preferential conditions. The Bank owns 28.75% of the shares in Alinma Tokyo Marine. Transactions and contracts concluded between the parties in 2021 amounted to SAR 42,970,000.